Never Let Go
by Rosewood Trinity
Summary: Abominations arose, Ponyville was razed and Equestria as she knew it ended in a single day. Now, Twilight Sparkle only wants to find her missing friends safe and survive. Neither being an easy feat in a land now overrun with monstrous beings.
1. Everything We Know Has Fallen

A purple unicorn sprinted through the street, her heart racing and ears ringing. Horrified screams echoed throughout Ponyville as fires spread and buildings crumbled. Screams that were, more often than not, quickly silenced by the creatures invading the town. Rounding a corner, the unicorn skidded to a halt, finding herself face-to-face with one of the massive, six-legged mounds of flesh. If you could call the trio of slavering tongue-like appendages hanging out of its gaping maw a face.

The tongue-tentacles darted at the unicorn as she turned to flee, saliva splattering on the back of her neck as they snagged her indigo-colored mane and jerked her off her hooves. Terror overtaking her senses as it began slithering from her mane to around her neck she tried to get herself upright and pull away, only to have it tighten its grip. A shout came from above and suddenly the tentacle released her.

Scrambling out of its reach, she looked back to see what had made it let go. An orange pegasus was kicking at what passed for a head on the thing. He shouted for her to run before starting to fly away himself, but wasn't fast enough. The tongue-tentacles whipped around, all three snaring the pegasus around his neck, torso and hind legs. The unicorn didn't even have the chance to consider trying to help before the pegasus' body was twisted violently, the sickening crunch of bones making her stomach convulse.

Forcing herself to look away as the pegasus' body fell limply to the ground, she fled from the murderous abomination before it could do the same to her. Similar scenes were unfolding throughout the town. Horrific beings swinging lengths of metal around, bursts of magic streaking through the air and ponies laying dead everywhere she looked. Some she recognized, others she didn't, and to some mild relief she didn't notice any of her close friends among the corpses.

Darting between piles of rubble and keeping as far from the monsters as she could, the library finally came into view. The top of the large, hollowed-out tree was burning, the windows were smashed out, and the front door had been ripped off its hinges and left in the street. Mind racing with grisly possibilities of what could have happened to her assistant, she charged through the doorway. The inside was in no better condition. Countless books covered the floor, furniture had been smashed beyond recognition, most of one wall was even missing, giving a grand view of the carnage outside. There was no sign of who she was looking for.

Quickly going to check the back room, she found it just as destroyed as everything else. She almost didn't notice the noise coming from the closet over the pounding of her own heartbeat. Rushing over to the only door left intact, she pulled it open, but never got to see what was making the sound before something grasped her side and everything blurred.

Screaming, she spun and managed to knock her assailant on his back, planting a hoof on the lower half of his face. Blinking a couple times to clear her vision, she stared down at the purple and green dragon. "S-Spike...?" He garbled something and she stepped off him. "Oh, sorry. Are you okay?"

"I'm used to you stomping on me by now." The little dragon muttered, rubbing his sore snout. "How about you? More nightmares?"

"Nightmares? What are you..." Her voice trailed off as she noticed where she was. Cloth walls, dirt floors, a couple sheets on the ground for bedding. The only remotely homey touch was a pile of books on a piece of wood to keep them from getting too dirty. She wasn't anywhere near Ponyville anymore... she was in a tent far from any city, in a camp with ponies from all over Equestria that were lucky enough to find their way here.

Spike's voice brought her out of her thoughts. "Twilight?"

"I'm fine." She said quickly. "I was... dreaming about the day those things appeared. It felt like it was happening all over again."

"That explains why you were thrashing around in your sleep so much. I never want to think about that again. Can't really help it though. I..." He closed his mouth and stared at the ground. There was no point in bringing it up, he was sure Twilight thought about their friends just as often as he did. They'd heard nothing about any of them since escaping Ponyville. Not even Princess Celestia, though they had tried sending her a note at least once a week since the attack, no reply ever came.

Although they heard nothing of their friends, plenty of other news arrived from newcomers to the camp. Apparently what happened in Ponyville wasn't an isolated incident. The same thing happened to almost every town across Equestria, on the very same day. There were rumors none of the original cities were even left standing, or if they were had been turned into dens of evil for the monsters.

However, mass destruction and vicious beasts appearing weren't the only changes that day brought. Magic began to warp as well. As first, only unicorns noticed because of their affinity for it, but before long it became more apparent. Some unicorns' natural talents changed or became unstable, others lost their use of magic all together. Earth ponies and pegasi on the other hand, began to develop magic and other unnatural talents of their own, though there was no obvious pattern as to who would gain what.

Twilight Sparkle was no exception. Although she could still move things around with telekinesis, none of her other magic would work right. No matter what else she tried, something or somepony was always either zapped, frosted or burnt. Although it had helped the past few times creatures had attacked the camp, she found it very frustrating to have such a limited magic range.

"What's our plan for today?" Spike asked. "More magic practice?"

Twilight shook her head in a vain attempt to forget the nightmare. "Yes... that sounds like a good idea. After breakfast we'll head out to our usual spot."

* * *

><p>The white pegasus sped through the air, his blue mane streaking behind him as five winged beasts pursued him. Normally he would have been able to outfly them without even trying, but he'd hurt one of his wings tearing through a tree in his haste to get away. Doing all he could to stay ahead of them and figure out how to get back to camp for some help, his sense of direction wasn't the best when he wasn't in a panic and everypony he had been traveling with had fallen victim to the things when they first attacked.<p>

Cursing his luck and frantically kicking one in the face that almost took a bite out of him, a flash of light somewhere below caught his attention. Just as the abomination he kicked made another run at his hind leg. It's pincers dug in and he cried out in pain, diving and spinning until it was flung off.

Unable to stop his descent, he shifted toward the nearest tree, flattened his wings against his sides and hoped the branches would break his fall instead of his neck. Crashing through and landing onto the ground with a heavy thud among the frshly fallen leaves and sticks he brought with him, he struggled to get up and moving again, knowing those things were close behind.

"Are you okay?" A girl's voice nearby asked.

Quickly getting one hoof under him only to have a sharp pain shoot through his leg and collapse back onto the ground, he glanced at where the question had come from. A purple unicorn was approaching with a concerned expression on her face. "Run for it!" He managed to gasp as the tree he broke through rustled. It was too late, the monsters were on them.

The unicorn's eyes widened for a moment, and there was a blinding flash of light and loud crackle of electricity. A number of hollow thumps from the winged things hitting the ground followed. The pegasus stared at her, unable to believe she had taken all of them down in one shot.

"Nice work, Twilight." Another voice said, but he couldn't see who had spoke.

"Thanks... I guess not being able to aim that at all is more useful than I thought." Twilight replied, before turning back to him. "Can you stand?"

Slowly trying to get up again, the pegasus flinched when he tried to put any weight on his front left leg, but the other three were strong enough to hold him up. "Yes, thanks." Giving a nervous look around, he wondered if any more were just waiting for a chance to strike. "Which way is the camp? I've got to report back."

"It's this way, we'll take you there." She said, starting to lead the way through some bushes. "Spike, you watch our backs, and be careful. More of those winged ones could be around."

"You can count on me!"

The pegasus blinked at the owner of the other voice, a small dragon carrying a crude metal cudgel. Then he remembered hearing about it in camp before, and the powerful sorceress of a unicorn it always followed around. Though these two aren't at all what he'd expected from some of the rumors about them circling.

"I'm Twilight Sparkle and that's Spike." She said, glancing back at him.

He nodded, their names confirming they were who he'd heard about. "Virtuous Twinkle. I'm a scout for the camp."

"Anything important happening?"

Considering for a moment, he didn't see the harm in telling them. The whole camp was probably going to find out soon enough anyway. "Did you hear about that group of refugee ponies coming in from the north?"

"Yeah, they're supposed to arrive tomorrow, aren't they?"

"Not anymore."

Twilight's steps faltered for a moment, but she kept moving. "They were all... killed?"

"Worse. They were ambushed and captured." He explained. "Dragged off to one of the ruined little towns northeast of here where those monsters have gathered."

This time Twilight did stop in her tracks. "They've never done that before..."

"Not that I'm aware of, no." Virtuous said, halting before he bumped into her.

"Why would they take prisoners?" She mumbled to herself, starting to walk again, but at a slower pace than before.

"I can think of a few reasons... each more unpleasant than the last."

They came to a small clearing in the trees and once again Twilight came to an abrupt stop when they reached the middle of it. "They're never done this before, either."

He was about to ask what, when leaves in the forest ahead rustled and a number of short, red things standing on two legs emerged from the shrubbery. Each one holding a metal weapon that looked similar to the one Spike had been carrying.

A crack came from behind them and Spike charged from the bushes they had come though in a panic. "Twilight! From behind us! A lot of them!" He shouted, skidding to a halt after seeing the ones ahead of them as well.

Twilight took a few steps back until she was next to Virtuous and lowered her voice. "I don't see any winged ones. The camp is straight ahead from here, fly for it and get help."

He thought about objecting, he really did, but the look she was giving him and his natural urge to flee didn't give him any second thoughts. Pushing off as hard as he could with his hind legs, he took to the air, ignoring the pain in his wounded wing. Once he caught sight of the camp in the distance, he took off like a shot. The monsters hadn't reacted to his departure at all, all their attention focused on Twilight and Spike.

"They should have done something by now, why are they acting so strange lately?" Twilight murmured to herself.

"Is now really the time to think about that?" Spike wondered, his voice shaking as much as he was.

"Right... sorry." She took a deep breath, waiting for them to make a move. "Get ready, Spike."

"Do you think we can beat them?" He wondered, doubt in his voice.

She glanced around, the things completely surrounding them. It certainly didn't look possible, but if Virtuous got them backup in time they might have a chance. They just had to hold out long enough. "Give it everything you've got and we'll be fine." She said, hoping she wasn't about to be proven a liar.

One of the creatures screeched to signal the charge, Spike held his cudgel ready, Twilight's horn began to glow and the small forest clearing quickly became a battlefield.


	2. Learning Curve

As he laid in a makeshift bed, aching practically everywhere thanks to the additional bruises gained by crash-landing into the camp, Virtuous Twinkle couldn't get the two he had left behind out of his mind. The first words out of his mouth after being pulled out of the tent he'd landed on were that Twilight and Spike were in trouble back the way he had come from, but that was almost an hour ago and the team sent out hadn't reported back yet as far as he knew.

More than once he thought about going to ask, but it was impossible. Two of his legs were in bad shape, one from where the winged one had torn into him and the other from being dislocated after plowing through that tree. His mad dash to the camp had also strained his wounded wing too much, and the Doctor had told him if he tried to fly anywhere before it was healed he may damage it beyond repair. Until then, he was grounded.

Wishing the Doctor had a cure for his restlessness, the flap of the tent was pushed open as two ponies entered. One was an earth pony, his coat as white as Virtuous' own, but with a flaming red mane and umber eyes. Virtuous recognized him as Claret Whisper, one of the camp defense team leaders. The other was a unicorn, smoky grey in all aspects aside from her cutie mark, which appeared to simply be a white dot. Known around the camp only as Dream, she is one of the ponies that keeps the place running as smoothly as possible given the circumstances. A rumor he'd heard going around camp about her was that she could read minds or predict the future or something... he dismissed it as nonsense.

"Don't try." Dream said softly, barely a second before Virtuous started to push himself up without thinking about what the painful consequences would be.

"Are Twilight and Spike okay?" He asked as he settled back down onto the bed.

Claret stepped forward, his eyes dull. "I led the team out there, but all we found when we arrived was a slaughter."

Virtuous' heart sank. "You mean... they're..."

"We searched the corpses, but we didn't find any sign of them at the area of the battle. They haven't returned to the camp, either."

"Then... there's still a chance! My scouting party saw them abducting the ponies coming from the north, so maybe the same happened to them!"

"That's what the chief thought, as well." Dream interjected. "It's certainly unusual for them, but possible."

His hope began to build. "You're sending out a rescue party then?"

Claret, however, crushed it again with a shake of his head. "Judging by the reports we got about the old town they're using as a den, we don't have the numbers for such an undertaking. We also don't know if they'd even be taken to that one or some other we aren't even aware of in another direction. As far as the Chief, and therefore the rest of the camp, is concerned, Twilight Sparkle and Spike are just two more victims of those monsters."

"But-!"

"Virtuous." Dream said sternly, silencing him. "There's nothing you can do about it, just accept that now before you consider doing anything foolish."

Nodding, Claret turned away from him. "Get well soon, Virtuous. With the other three members of your team lost as well, we need all the able scouts we can get." He said before leaving the tent.

Mind racing, Virtuous wanted nothing more than to force himself out of bed and into the sky to go find Twilight and Spike, regardless of his injuries. They'd saved his life, but nopony was going to even try to save them? As much as he wanted to, he knew it was a foolish idea, like Dream said he'd be coming up with. Even in perfect health, he wasn't anything close to a fighter, so he'd be even less than useless as he was. Still, there had to be something he could do.

Another idea crossed his mind. As much as he hated asking somepony to put themselves in harm's way, there was one he'd been spending time with in camp had spoken fondly of Twilight before. If that pony was a friend to both of them, maybe there was a chance they could find and rescue Twilight and Spike before they could be dragged to the monster's den.

Movement caught his attention and he realized Dream was still in the tent, staring at him with a small smile on her face. "Once the patrol gets back, I'll tell your friend to come and visit you." She said, turning to leave. "Rest up until then."

Blinking as the tent's flap swung behind her, Virtuous found himself wondering if those rumors about her weren't as silly as he'd first thought.

* * *

><p>Twilight awoke to a clamor of voices, none of which she could understand. Slowly opening her eyes, her blurred vision was assaulted by red. Once things came into focus, she realized she was among a group of the monsters that attacked her. None of them seemed to be paying much attention to her at the moment, but she was sure any sudden movement would change that very quickly.<p>

Slowly looking around the crowd from her place on the ground, she spotted Spike nearby, tied up and unconscious. Reflexes took over and she tried to go check on him, only to find her legs tightly bound. The unintelligible chatter from the monsters faded and a shadow fell across her face.

One of the creatures was standing over her, twice as tall as the others with green-tinted skin and holding a stick that had been topped off with a pony's skull. They stared at each other for a moment, a crooked grin spreading across the things' face.

"Rakanishu!" It yelled, and one of the shorter creatures scrambled over, this one dark blue and carrying a thick knife instead of a crude blunt weapon like the others. The green one began making what Twilight could only call noises to the arrival, since it didn't sound like any language she'd ever heard. Even Zecora's native language at least sounded like it had words, this was just screeching to her ears.

Still, if that first bit had been a name and this high-pitched noise was a way they communicated, coupled with them beginning to take prisoners and show some degree of strategy, these things weren't as mindless as everypony had thought. Which meant the camp could be in trouble since it was operating under that assumption.

The green one stopped chattering and the blue one, Rakanishu if her hunch was right, dashed over to where Spike laid. Fearing the worst, Twilight panicked and started to cast a spell, only to have the taller one kick her in the face upon seeing her horn begin to glow. It shouted something at her, but she only cared about what they were going to do to Spike. Rakanishu didn't brandish the knife as she had expected, instead it grabbed a loose length of rope from what was binding Spike and began to drag him off.

She breathed a sigh of relief, two of the little red ones starting to drag her as well. However, her panic rose again when she realized what was happening. The group had divided between Rakanishu and the green one. Worse yet, she and Spike were being dragged off in two different directions. Thrashing and knocking over the two pulling her, she hurried to cast a spell, not noticing the tall one had been following right behind her. It brought down its stick hard, smashing the pony's skull atop it against hers before she could finish her spell and everything went black.

* * *

><p>Her head was pounding, but that wasn't what had gotten her to wake up again. It was the screaming. Lifting her head up, she slowly took in the battle around her. The monsters were rushing around, screeching as they did and taking vicious swings at their attackers, a pack of wolves. From what she could tell, the wolves were winning. The things were being shredded and thrown around like ragdolls everywhere she looked.<p>

One landed near her with a disgusting splatter, giving her a clear view of its entrails as they poured out of its bisected torso. Fighting back the urge to be sick at the sight, a light surrounded the corpse. With numerous squelching sounds, the organs retracted into the fallen creature and the gaping hole in its body closed up again. The thing promptly pushed itself up and returned to the fray.

With that horrifying image burning itself into her mind for future nightmares, she glanced at another flash of light. The green one was waving his staff, the end flickering with each stroke through the air. It didn't take her long to realize that thing was somehow reviving the others. Unless it was dealt with, the wolves didn't have a chance.

Not wanting to attract attention until she could at least move, Twilight quickly began pulling on the ropes around her legs, trying to loosen them. Fortunately they weren't tied very well and she was able to free herself in less than a minute. The real problem was that her legs were numb from being bound for so long.

A screech made her look up, the green one having noticed her efforts. Leveling his staff at her, a burst of flame shot from the tip. Twilight was barely able to roll out of the way in time, the flames searing part of her mane. The monster took a few steps toward her, taking aim again. The tip of its staff began to shine, until the green beast was pounced on from behind. Slamming facedown into the dirt, it never even got a chance to look up before a huge set of jaws clamped down, twisted and tore the creatures' head from its shoulders.

Standing on the corpse was a wolf almost twice the size of the others that were attacking the remaining monsters, it must have been the leader. Twilight locked eyes with it, the beast giving a low growl. Thinking she was just about to switch from being a prisoner to abominations to wolf food, Twilight tried to get up and start backing away, but only succeeded in tripping over her own half-numb hooves.

The wolf had lunged before she hit the ground, and even her reflexes with magic weren't fast enough to react before it was on her.


	3. Solitude

"Twilight!" Spike yelled as he awoke, which earned him a firm kick in the side from one of the creatures walking next to where he was being dragged. "What was that for?" Another kick, followed by a hissing sound. "Stop it already!"

The monster dragging him stopped, lifted him up by the rope and whipped it, slamming him onto the ground. It screeched something at him and resumed walking. Cringing in pain and taking a few steady breaths since the impact had knocked the wind out of him, Spike decided keeping quiet for the moment might be the best thing to do.

Trying to recall what landed him in this predicament, he remembered being surrounded by those red things with Twilight and some pegasus with crashing skills to rival Rainbow Dash's. The pegasus flew off, leaving them to fight off the things... then... then it's mostly a blur. They fought for a while, but there were just too many of them. He could remember getting on Twilight's back and them making a run for it. They were almost home free when something flew out of nowhere and smacked him in the face, sending him sprawling onto the ground. Those monsters swarmed him before he could recover and he saw Twilight running back to help him, only to have them jump her before she'd gotten anywhere near him.

If she hadn't tried, she'd probably have made it away safely. Because of that, Spike couldn't help blaming himself on some level, even though he knew that's just how Twilight was. She'd done the exact same thing when Ponyville was first attacked, after all. Rushing straight into danger just to rescue him.

_Man, I'm supposed to be the daring hero, not the damsel in distress._ He thought crossly, wishing he could get free of the ropes, pound the dumb monsters and do the rescuing for once. Looking around and seeing nothing but a number of ugly reddish feet in desperate need of washing, he raised his voice regardless of any kicking or body slamming he'd receive.

"Twilight, can you hear me?" As expected, another of the filthy feet struck him in the face. He winced from both the pain and the smell. "Dude... it's called soap. Find some and use it." He complained to the kicker, getting growled at in reply. It was the only reply of any sort he got. Either Twilight was still out cold, not around, or...

_No, Spike. Don't even think like that. Twilight's all you have left. You're still in one piece, so she is too. She has to be._ He told himself firmly, watching through the pacing feet on the off chance he could catch a glimpse of her.

"What have you brought today, Rakanishu?" A frigid but feminine voice asked suddenly.

Spike looked at the speaker, taken off guard by something he could understand. She was much taller than any of the other things he'd run into before, her body pale blue and sparse, tight-fitting cloth a darker shade covering her legs and body.

She looked at Spike and frowned. "Just this one? Hardly seems worth it."

"One? Where's Twilight?" Spike said before he could think better of it, but for once he wasn't hit for speaking.

"Twilight?" She wondered. The creature that had been dragging him made a few odd noises and the taller one nodded as if understanding the gibberish. "I see... Bishibosh always was one to take initiative instead of follow orders. Helpful at times, but this was not one of them. I should send out a squad of archers to kill the fool and put someone more able in charge."

"That won't be necessary, Coldcrow." A muffled, rather distorted voice said, getting her attention.

"Why not, Master Blood Raven?" Coldcrow questioned.

Spike strained to sit up, but couldn't raise himself up enough to get a look at this Blood Raven.

"Bishibosh is predictable. I sent Woodfist out to follow them in case he tried something, if anything unfortunate happens I trust it will be dealt with swiftly." Blood Raven stated.

Coldcrow nodded. "As you wish. Shall I pitch this one into the cells for now?"

She must have gotten a yes, because the next thing Spike knew he was being lifted off the ground by the bit of rope he had been dragged there with. Hanging upside-down and above the heads of his short abducters, he finally got a good look at where he was. It looked like it had been a town at one point, but many of the buildings were halfway to rubble. The only one that looked fairly intact was the one they were in front of, which appeared to be the old city hall.

Coldcrow walked inside, letting Spike swing in her hand like he was a sack of apples. The inside was dark, the only light coming from outside through the front door and cracks in the wall, but he could see enough to tell it was a wide, open foyer. In the shadow of one of the columns he spotted a figure near where Coldcrow had been looking and figured that must have been Blood Raven.

However, what he could see wasn't anything like he had been expecting. Three horns were protruding from its head and a flat white mask was covering its face. It was wearing a bizarre armor of white and red, with a number of spikes along the back. What really got to him though, was just the basic shape. Under all that armor... was a pony.

Spike's mind was reeling from that and everything else, not being able to think straight until a couple minutes later when Coldcrow tossed him carelessly into a cell, slammed the door shut behind him and stalked off without a word. Finally left alone, he blew fire onto the rope holding him and waited for it to burn through.

He couldn't understand it. A pony had actually turned on their own kind and joined up with those monsters. Was it for survival? Did they just find the idea of being evil fun? Could it be they were why those things had appeared in the first place? Ideas rushed though his head faster than he could count them, his imagination running wild.

The rope snapped and Spike wiggled his way free. As much as he wanted to know, he had higher priorities right now. He had to find Twilight and save her from that Bishibosh the other two had mentioned. Staring at the iron bars in front of him, he frowned._ Scratch that, first I have to figure out a way to save myself, then Twilight._

A sound came from behind him and he froze. It was faint, but he heard breathing nearby, above his head. Slowly turning to look over his shoulder, he saw a pair of large blue eyes staring down at him.

* * *

><p>Jaws snapped and the crunch of bone met Twilight's ears, followed promptly by the warm splatter of blood on her face. She flinched, eyes tightly closed and thinking it had just taken one of her legs since she still couldn't feel them very well in the first place. When nothing else happened for a few moments, she opened her eyes. Her limbs were all intact. Looking around, she saw the huge wolf sitting nearby, a dead monster hanging from its mouth.<p>

Shakily getting to her feet as the wolf whipped its head and sent the corpse rolling across the ground, their eyes met again. "T-Thank you..." Twilight muttered.

Staring for a moment longer, the wolf turned away and gave a long, piercing howl before running off into a nearby group of trees, the others following in its wake.

With a brief glance around the battlefield, she was glad the wolves had been on her side. There were so many dismembered pieces of body strewn about she couldn't even guess how many of the things there had been to begin with. As feeling steadily came back to her legs, she tried to get her bearings. She'd been knocked out and dragged who knows where, so finding her way back to the camp would be next to impossible. Which left what she would have done even if returning to camp _had _been an option. Find where they had taken Spike and get him back.

Closing her eyes and trying to picture him being dragged off again, she tried to remember little details, like the lighting. When they met Virtuous, it had been about noon. Which meant they'd been separated when the sun would be in the western sky, so if her memory was right, they'd been taking him east and her north... a rough idea, but better than nothing. Gazing off at the horizon, she saw the last traces of the sun setting. Admiring it for a moment and thinking of Princess Celestia, she turned and walked in the opposite direction. The moon was already beginning to peek above the treetops, bringing to mind Princess Luna. Even in these chaotic times, she knew they both had to be alive somewhere. Even if she'd been unable to contact Princess Celestia as she usually did, she couldn't believe these abominations could be a match for the powers either of the Princesses held.

Walking in silence, Twilight continued following the rising moon. She didn't know how long she kept going, but as she did something Virtuous had mentioned came back to her. About how the monsters had set up a den in a ruined town northeast of the camp. That's probably where they had taken Spike, which meant if she found it she would also have a good idea of how to get back to the camp.

As she was passing through a large field, movement caught her eye. Glancing around for cover, she spotted an oversized boulder nearby and ran behind it. A group of red monsters like the ones that had captured her emerged from a patch of trees ahead, moving in her direction. If she was lucky, she could keep the boulder between them and her until they passed. The idea might have worked, if not for what she happened to notice. Following the main group was a monster of the same size, but darker skinned than the others. Even at this distance she could tell who it was.

"Rakanishu..." She muttered, quickly shifting her plan from evade to ambush. If she could defeat his followers, making him take her to where Spike was shouldn't be too difficult. The small ones were normally cowards when caught alone.

Waiting until they had gotten close, she took a deep breath and ran out from behind the boulder, unleashing countless arcs of electricity into the surprised group. Screams filled the once quiet field for a moment before most of the voices making them ceased. When the lightning faded, most of the creatures were on the ground smoking and the handful that hadn't been caught in her attack were scrambling away in terror. Firing a few more bolts at the ones retreating to be sure they got the point, she turned to Rakanishu, who hadn't moved from where he was since her first strike.

"Tell me where Spike is!" She demanded, horn still shining and ready to blast him with lightning if he tried anything.

Rakanishu growled something and pointed his knife at her, which she took as a no. Releasing another flurry of lightning, the streaks converged on the monster's knife like it was a lightning rod. Worried for a second she might have killed him before she could find anything out, she just stared as he lowered the raised the knife and swung it straight down. In a blinding flash, electricity crackled and the next thing Twilight knew she was spinning through the air, screaming in agony as she was introduced to the voltage of her own magic.

Landing on the ground with a heavy thud and feeling numb again, she heard Rakanishu making odd noises... it took her a moment to realize it was his way of laughing. Struggling to get her hooves back under her, she faced him again. Shooting a fireball as a test, Rakanishu sidestepped it, which meant the knife was probably only useful against lightning magic. Against just one opponent, she wouldn't need it anyway.

Twilight got ready to try and move as Rakanishu lifted his weapon again, wondering if he could do something like that twice. Instead of swinging it, he screeched loud enough to make her step back. It fell quiet again, until the trees in the distance started rustling. Winged ones came from beneath the leaves, silhouetted against the moon as they rose into the sky.

Taking another step back, Twilight began to think she was in trouble. With that knife, the little monster could probably absorb any lightning she threw at the flying ones if he was close enough. She began to consider fleeing, but a word she could understand from Rakanishu made her hesitate.

"Woodfist!" He shouted.

It made no sense to her, until the ground shook. Glancing back the way she came, Twilight saw the boulder she had used for cover rise off the ground. From the underside of it came two stumpy legs, arms and a face as it pushed itself up. The rocky behemoth began lumbering toward her, the ground trembling with each step it took.

Checking the other directions, she found them covered by the creatures that had survived and fled her first attack, most likely having been lured back at the same time Rakanishu called for the approaching winged ones. Any chance of escape was slim, since she was still shaky from the jolt she'd gotten, and the sneer on Rakanishu's ugly face made her think he wouldn't go for a surrender even if she tried.

Swallowing hard, her horn began to glow as she took the only option she had left, even though it offered as little chance of success as the others.


	4. Familiar Faces

Spike cried out in surprise, scrambling away from whatever was staring at him, only to run right into the cell bars. Groaning and rubbing his head, a chuckle came from his watcher.

"I did not mean to scare you, I only wondered if this sight was true."

Blinking and letting his eyes adjust to the dim lighting of the jail, he got a better look at the speaker. A familiar black and white striped pony was standing over him. No, zebra. That's what Twilight had called her before.

"Is that you, Zecora?" He asked, squinting.

She nodded. "It is good to see you well, though bad you share the fate we befell."

Spike frowned, he'd never gotten used to her odd way of talking. Though at least she made some sense most of the time, instead of spouting randomness like a certain pink pony he could think of. "What do you mean, 'we'?" He asked, but even as he did the outline of ponies hiding further back in the cell caught his eye.

Zecora noticed his gaze finding them. "We were on our way to a safe haven, when captured by one called Blood Raven.

"I saw him... or her on the way in. Couldn't tell with that mask on. It's hard to believe a pony would work with those things." Spike muttered, irritation in his voice.

"Anger will not help here, we are in worse trouble I fear." She said, wiping away his brief thoughts of knocking some sense into Blood Raven with a club.

"Naturally I agree, which is why we have to flee." He said, before realizing what he did and made a mental note not to talk with Zecora for long since apparently the way she spoke could rub off on him. Turning to the cell bars again, he noticed they were close enough together to keep a pony in, but he might be able to squeeze between them. As he was struggling to get his head through, Zecora spoke up.

"You must not try to leave, or there will be no reprieve!"

"Okay, now you're making as much sense as Pinkie Pie." Spike uttered with a grunt, finally getting through and hitting the dusty floor with a thump. "If we stick around, we're just as bad off. Our only chance is to run for it."

She lowered her voice, but he could hear the worry rising in her tone. "You do not understand, Griswold will kill you where you stand!"

"Griswold? What kind of dumb name is-"

Zecora's head whipped in the direction of the only exit from the prison, making him stop speaking an look as well. In the doorway was a large monster the same shape and height Coldcrow had been, but this one was twice as thick, covered in bloodstained clothes and wielding a hefty axe in one hand. Spike also spotted a key on its belt, which he guess was for the cells. All he had to do was get it, preferably not getting cleaved in half in the process.

"That is the one you must subdue... it was nice knowing you."

"Thank you for your vote of confidence, Zecora." Spike muttered sarcastically, wondering what he was supposed to do now.

* * *

><p>A crack sounded across the field, getting both Twilight and Rakanishu's attention since it hadn't been anything they had done. Woodfist kept moving, having not heard it at all. Another crack and they looked around, unsure of where it was coming from. Until a winged one landed on Rakanishu's head.<p>

Twilight turned to the sky and saw the other winged ones flying around in a frenzy. It took her a moment to spot the different shape among them, swerving, spinning and flipping around in such an erratic pattern she wasn't sure if it was a strategy or simply panicking. Two more cracking noises and dropping winged ones later made it clear it was the former.

She couldn't tell who it was, but she didn't care. Help was help. Without having to worry about things coming at her from the sky, running was back to being the best chance she had. Dashing to the side, she sent a trio of fireballs at the weaker monsters blocking her path. One took a direct hit, bursting into flame and screaming while the others around it scattered. Charging through the gap, she kept moving and hoped the pegasus would be able to follow.

"Twilight!" A vaguely familiar voice shouted.

Glancing back, Twilight saw two of the winged ones diving at her. Spinning herself around to stop and aim, she let loose with a few blasts of ice magic. The things tried to avoid them, only to crash into each other and get hit by the same spell. She jumped to the side as they spiraled into the ground, shattering to pieces on impact.

The ground rumbled as Woodfist caught up. Twilight released a blaze of fire in its face, but it didn't show any reaction. It pulled back one massive hand, swinging faster than she thought something that large could. Its fist slammed into her side, sending her soaring for a few yards before rolling to a stop. In too much pain to even want to move, she raised her head and hit Woodfist with a hailstorm of ice. It didn't slow down in the least.

Struggling to stand, she had to at least try her last option. With a crackle lightning flew from her horn straight at Woodfist, only to suddenly veer sharply right just over halfway to her target. Rakanishu, knife extended, had absorbed it again. Twilight watched in horror as he raised it to return the magic. There was no way she could dodge it, and she doubted she could take another hit the way she felt. That's when he started to turn.

"Look out!" She screamed, knowing exactly what was about to happen.

Rakanishu slashed at the air, lightning streaking from the blade to where the pegasus was still fighting off the winged ones. It blasted right through the group and when the flash faded every shadow that had been in the air was falling. He turned back to her, satisfaction apparent even on his grotesque face.

Twilight watched in silent horror, reminded of the orange pegasus that had saved her from the thing back in Ponyville. Once again, somepony had been killed just because they were trying to save her. This one though... this one wasn't going to get away with it.

Hoping one of her spur of the moment plans would work for once, she charged at Woodfist, a rush of adrenaline and fury overtaking most of the pain she'd felt. It showed no reaction, continuing to stomp toward her. Woodfist brought up an arm as she got close and she leapt to the side. The monster's fist smashed into the earth and she lunged at its face, her horn radiating a blazing light. Thunder shook the air as Twilight unleashed her magic point blank into the thing's face, blasting the oversized rock into gravel.

The lightning that tore through it started into the sky, before turning back toward where Rakanishu was standing. She'd expected that, having changed direction the second her hooves were on the ground again. By the time the electricity had touched the knife, Twilight was only few steps away from him. He saw her coming, panicked and swung before it had taken in even half the bolt. The energy went wild, breaking from one thick bolt into dozens of smaller arcs shooting off randomly, sending both Twilight and Rakanishu tumbling across the field.

Groaning as her pain came back twice as bad, Twilight could barely lift her head, let alone anything else. Rakanishu on the other hand, that had only been the first hit he'd taken since the fight started and he was on his feet again in only a few moments. Knife in one hand, he stalked toward her. However, what really caught her attention was coming up behind him, somepony soaring just above the grass and... corkscrewing?

A voice rang out. "Hey!"

Rakanishu turned around to look, but that's all he had time to do. The pegasus twisted upwards and spun, one of its hind legs colliding with side of his face. Rakanishu's head rotated all the way around with a sickening crunch of bone. Twirling through the air, the pegasus somehow landed upright with her eyes closed, barely two feet away.

The pegasus wore a heavy metal boot on each hoof and a simple, lighter armor around her body. Her fur was light grey and her light yellow mane was sticking out in various places thanks to her display of aerial acrobatics. Twilight couldn't believe her eyes. It had been a long time, and they hadn't exactly been close, but she knew the pegasus standing in front of her.

"Ditzy?" She asked, wondering if she was mistaken or delusional from taking one too many knocks to the head.

Ditzy Doo smiled, opening her eyes. One was staring down at Twilight, but the other was turned toward the sky. "Twilight." She said, just before toppling onto her side with a clash.

Twilight quickly found the strength to lift herself up. "Are you okay?"

"Ohh... dizzy..." She muttered.

Letting herself drop again, Twilight chuckled. "Flying like that, I'm not surprised."

"I'm used to it." Ditzy pushed herself up, still wobbling a bit. "You okay?"

"No, but I can keep going." Pain shot through the side Woodfist had struck as she rose, but she was able to stay standing. "Thanks for saving me... but what brought you out here?"

"Looking for you." She replied brightly.

"You were?" Twilight looked around, expecting other ponies to show up. "Shouldn't you be with a rescue party then?"

"Oh." Ditzy's expression darkened slightly. "Camp wrote you off."

She stared at Ditzy, not expecting that. After everything she'd done to help out, all the creatures she fought off... they'd just declared her lost without even looking? "Then... why are you..."

"Virtuous and I didn't." She stated, looking around for something.

A smile crept across Twilight's face. Even in times like these, there were ponies she could count on. Not to mention a certain dragon that could also count on her. She was going to suggest they get moving, but Ditzy was starting to get a little frantic, apparently unable to find whatever she was looking for. "What's wrong?"

"Where'd Spike go?"

"I was separated from him a while ago, those creatures were taking us to two different places for some reason." Twilight explained. "I've got an idea about where they took him, and now that you're here you can fly up and see if the place I want to find anywhere nearby."

Ditzy tilted her head, clearly confused. "Who was here?"

"Um... you, me and a whole lot of those guys?" She glanced at Rakanishu's corpse, wondering what the pegasus was talking about.

Shaking her head, Ditzy suddenly turned and flew off. Twilight hesitated, then started after her at the fastest trot she could manage since her side ached with each step. Luckily she didn't have far to go, the pegasus landed again by a handful of corpses. Once she caught up, Ditzy pointed a hoof at one of the bodies. "Who did this then?"

"Aren't these the ones I electrocuted?" She asked, examining the one she was pointing at. One look told her otherwise. That creature, as well as the others in the small area, had all been stabbed multiple times, occasionally having their throat slit as well. "What in Equestria... did this?"

Ditzy shook her head. "Only saw a fast shadow."

Scanning the edge of the trees nearby, Twilight watched for any sign of movement. "Is somepony out there?"

There was no answer, but she thought she faintly heard the shake of leaves from somewhere.

"Creepy." Ditzy commented, stepping away from the forest under she was next to Twilight, who nodded.

"Let's just keep moving. Did you happen to see an old town when you were flying around? I think they took Spike to a place like that."

Taking to the air again, Ditzy hovered above the treetops for a moment before drifting back down. "Over here." She said, landing and leading the way.

Following, Twilight occasionally glanced over her shoulder, watching for anything coming up behind them. She never noticed the figure shadowing them from their side.


	5. Rescue Mission

Twilight peered at the run-down town from her hiding spot in the bushes. The monsters were indeed using it as their own, since she could spy numerous shadows moving around that obviously weren't ponies. Even if she wasn't already hurt, fighting her way in would be impossible. Still, there had to be some way, Spike was in there and she wasn't going anywhere without him.

Frowning and scanning the sky, she didn't spot Ditzy anywhere. The pegasus had said she was going to have a quick look around and sped off before Twilight could stop her. There was no flurry of movement in the town to suggest Ditzy had been noticed, and she was technically a scout for the camp now, which meant she had to have some talent for it to last as long as she had. Though Twilight still thought her diving into that flock of winged ones was just crazy.

A rustle came from behind her and Twilight jumped, spinning and preparing her magic. "W-who's there?"

It was silent for a moment, then something slid out from under the bushes, coming to a stop just short of Twilight's hooves. She glanced down at the object, a knife, then back up just to catch a glimpse of two gleaming eyes watching her before they disappeared into the foliage again. Hesitantly, she let her magic fade and focused on the weapon. It looked familiar, and almost sounded like it was buzzing. Magically lifting it up for a better look, she realized it was the one Rakanishu had been using.

A thump to her side made her jump again, this time scrambling away from it and positioning the knife between her and whatever had made the noise. Ditzy was staring at her looking like... well, Ditzy.

"Paranoid." She muttered, a smirk on her face. "Just me."

"Sorry about that..." Twilight said, lowering the knife and wondering where she could put it. She wasn't exactly prepared for the situation, but it's hard to plan ahead for an abrupt ponynapping.

Ditzy must have guessed what she was doing, since the pegasus grabbed it out of the air with her mouth and slid it into her front left boot.

"Will you be okay with it there?" Twilight asked.

"Padding." She replied simply. Though Twilight didn't know if she meant there was padding between her leg and the blade or if it acted like padding.

"Okay... did you see a way we could sneak in?"

Ditzy shook her head. "Too many."

"Great." Twilight grumbled, peeking out at the town again. "Well, even if we did, we don't even know where we'd find Spike. Going in blind is just asking for trouble." Ditzy pressed herself against Twilight's side. She was about to pull away and ask what in Equestria the pegasus was doing, when she lifted a hoof and pointed at the largest building left standing.

"Prison is there."

"You saw it? Was Spike okay?"

Ditzy shook her head. "Didn't see it. Coldcrow mentioned it."

She blinked. Mentioned it? Ditzy could understand these things? As much as she wanted to ask, other things were on her mind. "Is that the leader here?"

"No. Blood Raven leads."

Twilight stared at her for a moment. "Did you find all this out just now?"

Ditzy smiled. "Yes. Good scouter."

"Very. You've sure impressed this pony." Reclaiming some personal space and sitting down, Twilight started thinking. "We just have to figure out how we can get in without being seen."

It was quiet for a couple minutes, Twilight running ideas and wishing her magic was still working right, while Ditzy kept a vigilant eye on the town and another on the skies at the same time. Twilight idly wondered for a moment if her friend was really able to look in two different directions at the same time, but thought it might come off as rude to ask.

"Disguise?" Ditzy suggested, glancing over at the staring unicorn.

"Thought of that. Even if my magic was working right, I couldn't change the way we look." She replied. It wasn't exactly true, since she was able to give Rarity wings one time, but that alone was exhausting and she'd never tried changing the shape of a living thing before. She didn't want to try either, after reading about some of the possible side effects.

Ditzy frowned, stepping away from the bush. "Wait here." With that she was off again before Twilight could say anything.

"That pony really needs to explain things before rushing off." She muttered, going over to look at the town again. It didn't take long before Ditzy came whizzing back, dragging a large, dirty brown cloth with her. Twilight blinked in confusion. "What's that for?"

"Magic's not everything." Ditzy replied with a smile.

* * *

><p>The monsters scurried about the town as if they owned the place. They did, in a way, but Ditzy didn't like it one bit. Mainly because she knew it before it was turned into this. It was one of the few towns she worked as a mailpony before moving to Ponyville. She had a few happy memories of the place, aside from being fired for the usual reason she had been back then.<p>

Watching another group of the little monsters walk by, Ditzy tried to hide her face deeper in the hood and hoped she was flying close enough to the ground they actually looked something like a tall, cloaked creature walking. Either it was really convincing or they were really dense, because every one of the groups they passed by didn't even look her way.

"Almost there." She whispered to Twilight, who had awkwardly hooked her front legs around Ditzy's hind ones and was hanging on with everything she had.

"Be careful." Twilight said with a strained voice.

The unicorn was obviously still hurting where the big thing had punched her, but she wouldn't budge when Ditzy suggested she wait outside and leave the job to her. A grin crossed the pegasus' mouth. She'd heard about how devoted Twilight could be to her friends, but this was something else. There was probably only one pony she'd personally go to these lengths for...

Shadows covered her as she entered the old town hall. The room was as she remembered it for the most part, if a lot darker and emptier. A voice echoed from up ahead, getting louder as it moved closer and making her rethink the emptier description. Drifting over to the side of the room where the shadows were thicker, she noticed the faint outline of a hole in the wall, big enough for a pony to squeeze through.

Dropping the cloak and placing a surprised Twilight on the ground, she urged her toward the hole. "In there, quick."

"In where? I can't see a thing." She whispered back.

The voices were getting closer. "Here." Ditzy landed as quietly as she could on the hard floor and gently took part of the unicorn's mane in her teeth, trying to guide her in that way. Finally she started through, only to bump into something on the other side halfway through. Fortunately it wasn't very loud and Twilight managed to get around whatever it was since the rest of her disappeared into the hole a moment later.

Ditzy followed, noting the upturned table just on the other side, grabbed Twilight's tail so she wouldn't wander into anything that could cause a crash and turned back to the hole as the voices on the other side became clear.

"I still think I should go with you." A cold, female one said. Ditzy recognized it as Coldcrow from her brief scouting mission.

Twilight's head whipped around. "I understood that."

"Do you not trust my abilities?" The second voice asked, this one oddly distorted. If Coldcrow was answering to it, the owner had to be Blood Raven.

"That too." Twilight murmured, turning around and almost walking into the wall trying to find the hole so she could look out. Ditzy helped her get into position, starting to think leaving her behind might have been a better idea.

"Of course not. I only worry you may have more problems than you anticipate." Coldcrow replied as she stepped into their view, though she didn't sound too convincing.

Blood Raven followed and neither pony could believe her eyes. Covered in spiked red and white armor with a mask to match was one of their own, not just working with the creatures but actually leading them. "You worry too much."

"Griswold can handle things here, if I-"

"Griswold is a brute." Blood Raven cut her off. "I need someone with half a brain to look after things while I'm away. You do have that, don't you?"

Coldcrow's expression turned dark as Blood Raven walked out of the ponies view. "Do not be arrogant just because Lady Andariel chose you, especially since you're-" An arrow sped by Coldcrow's face, leaving a slice in her cheek.

"Oh dear, my apologizes. Your uvula looks just like a bullseye, so I couldn't help myself. Perhaps it would be better if you keep your mouth closed. We wouldn't want anything unfortunate to happen now, would we?" Blood Raven said with a cruel laugh.

Silence filled the foyer on the other side and Coldcrow turned, stalking off the way she had come. The two ponies that had witnessed the display glanced at each other.

"What in Equestria do you think that was all about?" Twilight wondered.

"Don't know." Ditzy said, getting a bad feeling. "Nothing good."

* * *

><p>Spike bolted to the side as Griswold dove at him, axe gleaming in the faint moonlight. Metal clashed against the floor as the dragon scampered around him, diving down just before the blade whooshed through the air where his head had been. Rolling away from the monster since he doubted he'd be given time to stand, sparks flew over him as the axe came down again, barely an inch from his side.<p>

Getting back on his feet without losing momentum, he made a mad dash toward the door. Then remembered he wasn't trying to escape just for himself. He had to help everyone still locked up. Now was his chance to be the hero like he'd wanted. Twisting back around, the sight of Griswold rushing at him gave him second thoughts about the whole hero thing, thinking he should try something with less chance of him ending up a head shorter to start with. He was short enough already.

Now though, he didn't have any options. Griswold was on him again, swinging like a lunatic. Blowing a burst of fire as he dove out of the way of another wild swing, Griswold's clothing ignited. Thinking it would be enough of a distraction, Spike leapt at the key hanging from the thing's belt. Not a second after he got his claws on the key, the axe blade came rushing around to meet him. Letting himself fall out of the way, the monster's axe dug into its own side, cleaving the belt in half and the key dropping to the floor with a ping.

Spike grabbed the key, but once again was only able to touch it for a second. Griswold turned, kicking the little dragon in the stomach and sending him flying, the key slipping from his grasp. Slamming into the far wall and dropping limply into the floor, he watched in a daze as Griswold yanked the axe roughly out of his own side, showing no reaction to it or the flames still blazing on his torso.

Trying to stand, Spike cried out as a sharp pain shot through his chest, forcing him back onto the ground. Once it had passed, he glanced back up just in time to see Griswold bring down his axe.


	6. Change Of Plans

Twilight squinted in the darkness, trying to make out shapes. It didn't help. Stepping ahead slowly and as quietly as she could. The only thing she could really see was Ditzy's outline in front of her, so she focused on following that and hoped she wouldn't trip over anything. They hadn't heard anything since the conversation between Coldcrow and Blood Raven. Which was still bothering her.

"Ditzy, did you know those things could talk like us?" She asked in a whisper.

"Yes." Came an equally hushed reply.

"Why didn't you tell me?"

"Thought you knew."

"How would I know?"

The pegasus slowed down and Twilight saw her twist around to look back. Though how she could seem to see so clearly in this darkness was a mystery. "Camp wasn't told?"

Twilight blinked. "Wait... are you saying the ponies leading the camp know too?"

"Yes. Reported three weeks ago."

Stopping, Twilight stared at the pegasus' dim shape. They'd known for three weeks those monsters communicate, but didn't tell the rest of the camp? "Why would they keep it a secret?" She muttered to herself more than Ditzy.

"Don't know."

Silence resumed as they pressed on. Although she kept following Ditzy, Twilight's mind was elsewhere. She had enough questions about the situation to begin with, but in the span of a day she'd more than doubled them. Where the monsters came from, what they wanted, why they were capturing ponies all of a sudden... not to mention even more she'd never be able to list without an hour or two, quill and very long piece of paper.

A clang of metal from somewhere down the blackened hall they were passing through pushed those questions out of her mind and pulled Spike back into it. Twilight's pace sped up a little bit as the scraping of steel got louder. A clang and Spike's voice crying out in pain met her ears, building her up to a sprint.

Turning into the room the noise was coming from, she was just in time to see the axe flash and blood splatter onto the floor. Somepony collapsed by the wall, bleeding from a long slash along their side, and the axe-wielding monster turned from it to them upon their arrival. Even in her panicked state, she spotted Spike even though he was mostly hidden behind one of the monster's thick legs. All she could see was his tail... stained crimson.

An icy sensation filled Twilight's heart at the sight, pulsing through the rest of her body. She screamed, running toward him as the monster rushed at her. A flash from her horn lit up the room and bolt of lightning ripped through the abomination, leaving a charred, gaping hole in his gut. A split second later it swerved back just short of the far wall, destroying his head as well. Twilight sprinted around the corpse as it collapsed, her eyes falling on Spike.

There was a gash out of his tail and his right arm was hanging limply, but he was still...

"T-Twilight?" He uttered in disbelief, staring at her.

The sound of his voice dispelled the horrified chill running through her. She wrapped a leg around Spike and hugged him, tears streaming down her face.

"Ow-ow-ow!" Spike gasped in pain. "I'm glad to see you too, Twi, but I'm not the one that needs attention right now."

"Sorry..." She murmured, hesitantly letting go and glancing at the pony on the ground. Her eyes widened at the weakly smiling face looking back at her. "Zecora?" Rushing to her side, she examined the bleeding wound, trying to remember the things she'd read about first aid. "Hold on, Zecora... I'll... I'll think of something!"

"Twilight Sparkle you must not worry, just take the other ponies and hurry." She muttered.

"I can't just leave you here like this! Ditzy, what-" Twilight turned to the doorway, but the pegasus was nowhere in sight. However, the other ponies Zecora had mentioned were nervously coming out of the dark cell. A tall creature similar to Coldcrow stepped into view on the other side of the doorway.

"What the... we've got-!" She started to shout, but the axe that had been left on the ground rose up shortly after she appeared, rotated twice as it spun through the air and planted itself firmly into her skull.

The axe was pulled free as the monster fell, floating down until it hovered next to a green coated unicorn with a dark red mane. "Watch the hallway for anymore weeds." It said to a blue earth pony, who nodded and went to peer around the corner of the doorway. The unicorn glanced at Twilight. "If you're looking for the pegasus that was with you, she took off after you killed Griswold."

"That pony really needs to learn to speak up and not run off alone all the time." Twilight muttered. "Does anypony here have medical training?"

It was quiet until the unicorn spoke up again. "I'm guessing the silence means no."

A moment later, Ditzy sped into the room, the cloth they'd used to sneak in flapping behind her. She dropped onto the ground next to Twilight, tossing the cloth at her. "Use this."

Once Zecora's wound had been roughly dressed with the cloth, as well as Spike's using a smaller piece they'd cut off, Twilight and Ditzy ventured back into the dark hallway, looking for a way out aside from the way they'd come. Even if the things weren't too bright, they were bound to notice all their prisoners strolling out the front door.

"Scouting's easier alone." Ditzy whispered as they searched.

Twilight frowned. "I wanted to talk to you."

"Now?"

"Yes, now." She answered stubbornly. "You're worrying me, Ditzy. Speeding off on your own all the time, sometimes not saying a word... something could happen to you. You shouldn't be so reckless."

Ditzy remained silent as they entered another room, the furniture toppled and smashed. No way out to be found, either. "Worry too much." She said as she turned around and flew over Twilight to check the other passages.

* * *

><p>As much as she didn't like the idea, the front door remained the only way out they'd found. Guards and dead ends were found everywhere else they tried to go apart from the little route between the prison and hole in the wall to the foyer. They were going to have to fight their way out... but if Blood Raven had left, they'd most likely taken some of the troops along. That would help. Though whether or not it was enough to keep most of them alive was another question entirely.<p>

Waiting as Twilight told everyone the plan, Ditzy kept watch for anything coming to check on the prisoners. It didn't take long to get everypony ready, but Zecora was having trouble moving. Understandable, but it would slow them down when they got outside and would probably have to start running.

Once they were going, Ditzy led the way, Twilight stuck close to Zecora and Spike in the middle and the axe-wielding green unicorn brought up the rear. They didn't run into any problems on the way, but once they got to the hole leading to the foyer, they encountered a rather big one.

Coldcrow was pacing in the middle of the room, at least a dozen things around that looked similar to her but were wearing different colored clothing. She was muttering about something, possibly to do with the scene they'd witnessed earlier.

Twilight looked out next to Ditzy, a serious expression on her face. "What do you think she's planning?"

Ditzy shook her head, and Coldcrow shouted.

"How in the world could Lady Andariel trust that pony enough to put her in charge instead of someone that's been loyal to her for years?" She snapped.

One of the look-alikes around her stepped forward. "We understand your frustration, ma'am. Please know our bows will always be yours to command, no matter what."

The others murmured in agreement and Coldcrow grinned. "I'm glad to hear it... but for now, I have other things on my mind."

"Your usual stress relief, ma'am?"

She nodded. "Get me one of the prisoners. That green unicorn that tried to take a bite out of me, to be specific."

Twilight and Ditzy looked back at the pony in question, who was sitting nearby with an odd smile. "Aww, she remembers me. I must have left quite the impression. Only a pity it wasn't my teeth in her throat."

"You can turn off the psycho talk anytime, Sanny." A blue earth pony whispered to the unicorn.

"Would if I could." The unicorn turned its attention to Twilight. "Shall I go axe the one before it gets to the prison? If they find it empty they'll go on alert and we'll never get out of here."

"I know, but that will just give us a little delay until they wonder why she doesn't come back." Twilight replied. "We have to get out of here now. If we could make a distraction of some kind..."

"Twilight." Ditzy said suddenly, getting her attention. "Thanks."

"Thanks?" Twilight wondered. "For what? Did I give you an idea?"

She smiled sadly. "For caring."

With a leap forward, Ditzy bolted out of the hole, sped at Coldcrow and introduced the back of the archer's head to the bottom of her hoof. Coldcrow staggered and the others shouted, pulling out their bows. Twisting and spiraling at each one in sight, she was able to take down three of the archers in the sudden confusion before the hail of arrows now whizzing around her became too thick for comfort, some skimming her neck and wings.

Flipping around, she planted her back hooves on one of the archers reaching for another arrow, pushed off from her face and tore down the hallway deeper into the building. Coldcrow's voice snarling for them to give chase gave her more reason to smile. They were following her like she'd hoped, giving Twilight and the others a better chance to escape. It was all she could ask for at this point. One last successful job... no matter the cost.


	7. Not The Mare I Used To Be

Twilight just stared as Ditzy charged into the fray. She told the pony not to be so reckless, so why... why would she do something like that? There had to have been another way to get by them. The pegasus took off after swirling around them for a few moments, and the archers persued her into the depths of the building, Coldcrow bringing up the rear.

Running through the opening as they disappeared from view, Twilight started for the door but hesitated halfway there, watching the passage. Ditzy might fly back out to join them if she can lose the monsters or eliminate them. She had to believe that. If she waited, maybe...

"One crazy pegasus or a bunch of ponies and a dragon. Which is more important?" A harsh voice said. Twilight glanced at the green unicorn, who was giving her a cold look. "If it's really that hard of a question, maybe you shouldn't be trying to act like a leader."

Frowning as the unicorn sprinted off, Twilight's gaze drifted over Spike, Zecora and the other ponies that had been held prisoner. Getting them out did have to come first. Besides, Ditzy had proven she could handle herself well enough, so there was still a little hope. Ignoring the twinges of pain she was still feeling from the fight with Woodfist and Rakanishu, she hurried outside.

The fight had already begun when she stepped out. Griswold's axe was speeding along near the ground under the green unicorn's control, lopping off monster heads left and right. A couple of the other unicorns that had been held prisoner had retrieved cudgels from the corpses and were lashing out with them. Some of the earth ponies had charged in as well, kicking at the creatures in a way that made her think of Applejack during applebuck season. The two pegasi that had been with the group were diving at the few archers that hadn't been in Coldcrow's little meeting, doing little more than being distracting, but it kept the wounded from being targeted by arrows.

Rushing between a pair of ponies so none of them would be in the way, Twilight faced the small monsters closing in and showered them with a blast of lightning. Half dropped, the others fled as she continued launch bolts at them. A flicker of light surrounded one of the corpses near her and it started to rise. She torched it with a fireball before it could raise its club, then scanned the remaining monsters for the cause. It wasn't hard to spot the healer, standing twice as tall as his followers and waving a skull-topped staff around.

Twilight charged at him, knocking his minions out of the way with flashes of fire and lightning. He noticed her coming, stopping his efforts to recover the fallen, aiming his staff and sending a blaze of flame at her. Easily swerving around his fireballs, she countered with an ice spell that hit him squarely in the chest. His body went stiff and the outstretched staff in his arm made him teeter over, smashing to pieces when he hit the ground.

Another of the things started to stand and she struck it back down, eyes darting to another of the healers. Taking a better look around, she saw three in all just around where she was, and the others undoubtedly had their own to deal with. How many of these things could there be? As she tried to come up with a quick strategy, she didn't notice the creature leaping at her until it was falling toward her face with its cudgel raised. Steel glinted as it flew by, the monster split in half and she was splattered with gore.

"You're welcome!" The green unicorn laughed nearby.

Twilight felt ill as she quickly shook the thing's entrails out of her mane and got ready to fight off the next wave. The ground suddenly shook and a rumbling filled the air. For a second she feared more creatures like Woodfist were coming, but even the monsters went still, clearly taken off guard by it. Once it passed, a howl took its place and wolves charged into the town, tearing into the monster ranks.

Upon seeing them, Twilight turned and ran back toward everypony else, telling them not to attack the wolves. Once she was done with that, she stopped near Spike and Zecora, electrocuting a few monsters that had been pushing to get at them. Some of the ponies that had been left to protect them were down, overrun by the creatures.

"Twi, Coldcrow!" Spike shouted at her.

Twilight turned to the entrance of the building they'd fled. Coldcrow was standing alone just outside it, her bow drawn back. She loosed an arrow, the tip piercing the back of a blue earth pony's skull and it dropped instantly. A giant wolf leapt over the corpse, running straight at Coldcrow, who took another shot without hesitation. Her arrow struck the wolf's front leg and it slammed into the ground, rolling. Taking aim before it could right itself, Coldcrow centered her sights on the beast's neck. If not for a bolt of lightning to her shoulder courtesy of Twilight, she might have hit her mark.

Staggering and infuriated, Coldcrow nocked another arrow, letting it fly at Twilight. She dove out of the way, the arrow skimming her back, and a frigid feeling shot through her body. Hitting the ground with a thud, she found herself barely able to move from the cold. Coldcrow set another arrow, took aim at her immobilized target and released.

The arrow struck the ground barely a foot from Twilight, who looked at Coldcrow in surprise and shock. Not only because she missed, but because the archer had something red and shiny poking out from her chest. It retracted and emerged again twice more in different spots around her torso before she finally collapsed face-first into the dirt. Arcs of crimson flew from her back as a small black creature continued to stab viciously into the corpse until finally bringing its knife down on the back of Coldcrow's head.

Its eyes glimmered in Twilight's direction for a moment and she recognized them as the ones she'd seen in the bushes outside the town. Slowly getting back up as her small rescuer shot across the ground to the large wolf, she hurried over to see if she could help. The wolf was sitting by the time she got there, Coldcrow's arrow stuck through its right front leg. The tiny creature, which she now realized was wrapped in dark cloth, noticed her and pointed to the arrow as if telling her to get it out.

She nodded, horn beginning to glow. "This is going to hurt, alright?" The wolf whimpered as if it understood and Twilight snapped off the back of the arrow before pulling it the rest of the way through and out. Carefully trying to put weight on the injured leg, the wolf winced, but got back up. It growled softly at Twilight, but it somehow sounded more like a thank you than a complaint. Beginning to limp away, the black-clad creature jumped onto the end of the wolf's nose, eyes glinting with irritation. The wolf made a confused noise and the creature pointed at Twilight. The wolf whimpered and the thing narrowed its eyes.

Twilight watched in confusion as the smaller one jumped down and the wolf looked back at her oddly, sitting down again. She took a couple steps forward, wondering what to make of something so tiny apparently bossing around a massive wolf, when the latter suddenly began shrinking. Its shaggy gray fur shortened aside from a streak from its head to halfway down its back, which got longer. The color of it also began lightening, until it it finally ended up in the shape of a very nervous-looking yellow pony.

"Um... h-hi... Twilight." The pony murmured quietly, peeking out from behind her long pink mane.

"F-Fluttershy?" Twilight stuttered in shock. Especially since this was the same wolf... or pony... or werepony, she wasn't sure... that she saw tear off something's head right in front of her. "Then..." She glanced at the smaller creature, who had pulled the cloth off its head to reveal white fur and long rabbit ears.

"I'm sorry I didn't tell you it was me last time... but... I just... it's kind of..." She trailed off into muttering Twilight couldn't understand.

"How... can you do that?" Twilight asked in wonder, walking around for a better look at her face. She hadn't spontaneously grown a unicorn's horn, so it wasn't any type of magic Twilight knew of. Of course with magic as warped as it had gotten lately, that wasn't hard for her to believe.

"I don't really know... it just... happened one day. Those creatures attacked and hurt poor little Angel and... I... I..." She began mumbling again, looking shaken.

"It's okay, Fluttershy." Twilight said quickly, placing a hoof on her friend's shoulder and giving her a reassuring smile. "I'm sure we've all had to live through nightmares of our own since these monsters appeared. I'm just glad to see you again. The camp will be a much nicer place with you around."

"C-camp?"

"There's a safe camp for ponies southwest of here." She explained, suddenly worried Fluttershy might refuse to go because of her... new ability. "You'll come with us, won't you?"

"I... don't know... leave my poor defenseless wolves all alone?" Fluttershy's gaze drifted to the wolves, who were chasing after and tearing apart the few remaining monsters.

Twilight wondered how the pegasus could consider them defenseless as she watched two of them get into a tug of war over one of the healer monsters that was still alive. At least until one tore its leg off and the other claimed the bigger half by dragging it away and ripping it throat out. "I think they can manage well enough."

Fluttershy watched them sadly before nodding. "Okay, let me tell them I'm going with you." She took a few steps forward, shape shifting back into a massive wolf and howling. The wolves swiftly gathered around her, Twilight staring and still finding it hard to comprehend.

"Is that really Fluttershy?" A voice behind her asked, tearing her attention from the odd sight.

"Yeah. Hard to believe, but that's our Fluttershy." She said, grinning at Spike. "I never expected to run into her like this though."

"No kidding. I kind of figured she of all ponies would've been gotten by those things before now." He commented.

"Spike!" She snapped, appalled he could even suggest such a thing.

"Okay, I'm ready." Fluttershy said softly, walking back over to them and looking like herself again.

Twilight turned back to her and was about to apologize for Spike if she'd heard him, but noticed something odd about her limp... or rather, the lack of one. "Your leg..." Is all she got out, looking closely.

"Oh, um... injuries seem to change size with me." Fluttershy explained, looking down at the hole in her leg that looked more like it came from a sharp quill than an arrow. "I'll be fine, it just stings a little."

Twilight just shook her head, there would be time to figure things out back at the camp. Right now they just had to get going before more monsters showed up. Yelling for the others to gather as Fluttershy spoke quietly with Spike, Twilight hoped the little dragon wouldn't say anything that could upset her.

* * *

><p>Dawn was breaking when one of the pegasi that had been ordered to watch for any monsters wandering ahead zoomed between the treetops and landed next to Twilight without warning, eliciting a surprised peep from Fluttershy as she ducked behind her friend.<p>

"Doesn't look like you've changed that much." Twilight said with a chuckle. "What's the problem?"

"Th... the camp..." The pegasus said, out of breath. "...it's been destroyed."

"What?" Twilight exclaimed. "How did... how many monsters are there?"

The pegasus shook his head. "Didn't see any. It must have happened last night. They've probably all gone back to whatever hole they call home."

Twilight frowned. "Maybe... or it's a trap."

"A trap? How would they know about our escape already?" The pegasus wondered.

"They might not. If there is a trap, it could just be meant for anypony on patrol coming back to find the place destroyed." Somepony chimed in.

Twilight glanced back at the green unicorn, who she'd been introduced to as Sanguine Petals during the walk back. "Exactly. I'll go check it out. Sanny, you wait here and look after everypony."

Sanguine nodded, smirking. "You can count on me... and if you don't make it back, know that everypony's in good hooves."

"Very comforting." She muttered sarcastically, turning and starting forward. Steps at her side made her slow. "Where are you going?"

"W-Well... with you. I mean, if you don't mind..." Fluttershy stammered quietly.

Twilight cracked a smile. Maybe the pegasus had changed... it certainly wasn't like her to walk into anything potentially dangerous before. "I'd be happy to have you with me."

* * *

><p>When they arrived at what used to be the camp, Twilight couldn't believe her eyes. Half had been burned, the other half smashed and dead ponies lay everywhere. She felt sick at the sight, glancing back at Fluttershy who looked just as horrified by it, if not more so. Wishing she'd declined Fluttershy's offer of company to spare the poor pegasus the nightmares she was bound to get from the place, Twilight stepped up to a vaguely familiar corpse.<p>

An earth pony with a red mane and white fur laid on the ground, three arrows sticking out of his side. Claret Whisper, one of the squad leaders and a very capable pony if a little harsh. If he and his squad had been here when the monsters attacked, they must have been taken either by complete surprise or by an army.

"Twilight Sparkle, this is a pleasant surprise. I thought I'd have to wait all day for you to show up." A distorted voice said, making Twilight snap to attention and ready her magic. "I've never been so happy to have been proven wrong."

Blood Raven stepped out from behind a torn piece of tent that had been flapping in the breeze, the spikes of its armor shining in the morning light. "You really are trouble, but I suppose putting up with you can't be helped."

"What... what are you talking about?" Twilight asked, sparing Fluttershy a brief look. The pegasus was a few feet away, trembling but making no sign she was going to flee.

"Oh, the woe of following orders. Just killing you would make things so much simpler." Blood Raven said, looking at her. At least, turning its head that way. She had no idea how the pony could see through that ridiculous mask.

"You're not supposed to kill me?" She wondered, confused. Did these things have some plan for her? No, they'd been capturing ponies everywhere, so it couldn't have been just her... unless it was for two different reasons? It made no sense to her and there was no time to think about it. Who knew what this pony was planning.

"Oh, did I make you feel special by saying that? How precious. Unfortunately for your companions, I have no such orders in their regard." Blood Raven gave a cruel laugh. "I'll give you a simple choice. You come with me and I be nice, letting them go on their merry way. You refuse, and they can join my army."

Twilight looked around, but saw only the pony in front of them. "What army is that?"

"My army of the dead, of course."

Claret and the other corpses suddenly lunged from their places on the ground, grabbing Twilight before she could react. A scream from Fluttershy's direction suggested the same thing had happened to her.

A bow and arrow that had been laying on the ground floated up next to Blood Raven, the tip aiming just past Twilight, at the pegasus behind her. "If you refuse, I shoot. If you try to attack me, my minions will snap her neck before you have any chance of killing me. It really is a no win situation in your case. Unfair, I admit, but it's how things must go sometimes."

Twilight glared at the pony, a shadow of movement behind it catching her eye. It was indistinct, but small enough she could guess it was Angel. If she could keep Blood Raven talking until the little rabbit could get into position... "What do you want me alive for?"

"I follow orders, not question them like certain fools. Also..." There was a surge of movement behind Blood Raven and Angel's shape was briefly visible before a group of zombie ponies piled onto him. "...did you really think something so simple would catch me off guard? I am prepared for anything you ponies can throw at me, so just give up while I'm still in a good... mood...?" Blood Raven's attention shifted toward the sky. "Impossible."

The bow at Blood Raven's side shifted upwards and fired. More arrows gathered from the ground, firing wildly at something Twilight couldn't see. A blur entered her field of vision just before it slammed into Blood Raven with a deafening crack. The pony flew backwards, shards of armor flying every which way as the pegasus that struck flipped, landing on Blood Raven's bow and splintering it underhoof.

With a stagger, the pegasus somehow remained standing in spite of the countless cuts along her body and the arrow protruding from her front left leg. She glanced back at Twilight, a weak smile on her equally bloodied face. "Made it."

"Ditzy? How in Equestria-" A flash of steel came down on zombie Claret, making Twilight pull away in a panic as he was cleaved in half. She bumped into Fluttershy, who must have been freed in a similar fashion since somepony else's blood was staining her side.

"Didn't think I'd risk you going off and dying after saving my rump, did you?" Sanguine's voice came from behind her as the axe was pulled free of Claret's body.

"That... was a very nice maneuver and kick." A feminine voice said with a laugh. It took Twilight a moment to realize it was Blood Raven, slowly getting back up with her mask shattered to pieces. "You do realize of course, I'm going to have to tear your heart out in retaliation."

Twilight finally got her first look at the pony under the mask, and felt a chill run through her. A sneer and cold eyes, worn on an otherwise familiar face.

Rarity's.


End file.
